UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB - Quarterly or Transitional Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 Quarterly or Transitional Report
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE; ACT OF 1934
( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE; ACT OF 1934
Nevada 87-0660287
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Yes [x ] No [ ] and (2) has been subject to such filing requirements for the past 90 days. Yes [x ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date
Class Outstanding as of March 31, 2003
--------- -------------------------------
Common Stock, $0.001 9,940,000
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INDEX
PART I.
ITEM 1. Financial Statements (unaudited)...........................3
Balance Sheets.............................................5
March 31, 2003
Statements of Operations
For the three months ended March 31, 2003 and 2002.........6
Statements of Cash Flows
For the three months ended March 31, 2003 and 2002 ........7
Notes to Financial Statements..............................8
ITEM 2. Management's Discussion and Analysis.......................12
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PART II
ITEM 1. Legal Proceedings ........................................ 14 ITEM 2. Changes in Securities and Use of Proceeds.................. ITEM 3. Defaults upon Senior Securities............................ ITEM 4. Submission of Matters to a Vote of Security Holders........ ITEM 5. Other information.......................................... ITEM 6. Exhibits and Reports on Form 8-K........................... |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ELEGANT CONCRETE, INC AND SUBSIDIARY
(Formerly known as Shaft, Inc.)
CONSOLIDATED BALANCE SHEET
March 31, 2003
ASSETS
Cash $ 33,793
Accounts Receivable 181,436
Due from officer/shareholder 77,917
Other Current Assets 16,745
---------
Total Current Assets and Total Assets 309,891
Goodwill 294,630
Fixed Assets, net of accumulated depreciation 44,348
---------
$ 648,869
=========
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Loan Payable 210,000
Accounts payable 200,879
Billings in excess of costs on uncompleted contracts 234,153
---------
Total Current Liabilities 645,032
---------
STOCKHOLDERS' EQUITY DEFICIENCY:
Common stock, $0.001 par value; authorized 100,000 shares,
issued and outstanding 9,940,000 shares 9,940
Capital in excess of par 312,857
Deficit (318,960)
---------
Total Stockholders' Equity Deficiency 3,837
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 648,869
=========
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The accompanying notes are an integral part of these financial statements.
ELEGANT CONCRETE, INC. AND SUBSIDIARY
(Formerly known as Shaft, Inc.)
CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended March 31, 2003 and 2002
2003 2002
----------- -----------
Contract revenue $ -- $ --
Costs and expenses:
Cost of contracts completed -- --
Selling, general and administrative expenses 233,678 1,634
----------- -----------
Loss from operations (233,678) (1,634)
Interest income 14 --
----------- -----------
Loss before income taxes (233,664) (1,634)
Income taxes (benefit) -- --
----------- -----------
Net loss (233,664) (1,634)
=========== ===========
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NET LOSS PER COMMON SHARE
Basic and Diluted $ (0.02) $ (0.00)
=========== ===========
AVERAGE OUTSTANDING SHARES
Basic and Diluted 9,940,000 9,940,000
=========== ===========
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The accompanying notes are an integral part of these financial statements.
ELEGANT CONCRETE, INC. AND SUBSIDIARY
(Formerly known as Shaft, Inc.)
CONSOLIDATED STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2003 and 2002
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVIITES
Net Loss $(233,664) $ (1,634)
Adjustments to reconcile net loss to net cash (used in)
operating activities:
Depreciation 3,710 --
Increase in operating assets and liabilities exclusive of
the effects of the business combination:
Accounts Receivable (181,436) --
Other current assets (16,745) --
Accounts payable and accrued expenses 158,640 --
Billings in excess of costs on uncompleted contracts 234,153 --
--------- ---------
Net cash (used in) provided by operating activities (35,332) (1,634)
========= =========
Cash flows from investing activities:
Loans to officer/shareholder (77,917) --
Acquisition costs (14,900) --
Purchase of machinery and equipment (48,058) --
--------- ---------
Net cash (used in) investing activities (140,875) --
========= =========
Cash flows from financing activities exclusive of
the effects of the business combination:
Borrowings, net 210,000 --
Capital contributions -- 1,634
--------- ---------
Net cash provided by financing activities 210,000 1,634
========= =========
Net increase in cash and cash equivalents 33,793 --
Cash and cash equivalents, beginning of period -- --
--------- ---------
Cash and cash equivalents, end of period $ 33,793 $ --
========= =========
The accompanying notes are an integral part of these financial statements.
7
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ELEGANT CONCRETE, INC. AND SUBSIDIARY
(Formerly known as Shaft, Inc.)
1. Significant accounting policies:
1. Basis of presentation:
The consolidated financial statements included herein have been prepared by the Company, without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002 and filed with the Securities and Exchange Commission.
In the opinion of the Company's management, these unaudited consolidated financial statements include all adjustments, consisting solely of normal recurring adjustments, necessary in order to present fairly the Company's consolidated financial position as of March 31, 2003 and the results of their operations and their cash flows for the three months ended March 31, 2003 and 2002. The results of operations for an interim period are not necessarily indicative of the results to be attained in any other fiscal period.
2. Business Combination:
During January, 2003, the Company began operations when it acquired all of the issued and outstanding shares of Elegant Concrete Technologies, Inc. ("ECTI") in exchange for 500,000 shares of its common stock. For purposes of the business combination, the 500,000 shares issued have been valued at approximately $260,000.
The acquisition gave rise to goodwill amounting to approximately $295,000. The Company does not believe that such goodwill is deductible for income tax purposes.
ECTI commenced operations during April 2002 as a niche contractor that resurfaces and decorates concrete for commercial and residential properties located in the United States. ECTI offers many decorative concrete techniques, such as stamping, stenciling, engraving and application of acid stains. In these applications a permanent pattern is engraved or stamped into new or existing concrete. The classical rich beauty of cobblestone, marble, curved brick or tile is achieved with new or existing concrete at a lower cost than brick or other hard surface products.
The condensed balance sheet of ECTI as of December 31, 2002 follows:
Due from officer/shareholder...................................$ 77,917
Other current assets..............................................4,597
-----
Total current assets.............................................82,514
Machinery and equipment net......................................27,018
------
Total assets..................................................$ 109,532
=======
Accounts payable and accrued expenses.........................$ 127,662
Other current liabilities.........................................1,500
-----
Total current liabilities.......................................129,162
Stockholders' equity deficiency.................................(19,630)
------
Total liabilities and stockholders' equity deficiency...........109,532
=======
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As part of the Agreement and Plan of Reorganization between the Company and ECTI, Company stockholders delivered 208,755 shares company Common Stock to the company.
Pro-forma data:
Pro-forma data for the three month period ended March 31, 2002 as though the business combination had been completed on January 1, 2002 is as follows:
Contract revenue $ -
Costs and expenses: 1,634
------------
Loss before income taxes (1,634)
Income taxes (benefit) -
------------
Net loss (1,634)
============
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NET LOSS PER COMMON SHARE
Basic and Diluted $ (0.00)
============
AVERAGE OUTSTANDING SHARES
Basic and Diluted 9,940,000
============
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3. Debt and equity financings:
Effective January 2003, ECTI entered into a temporary financing agreement. Under the terms of the six month financing agreement, ECTI has the ability to borrow up to $1,000,000 in the form of a revolving line of credit. The borrowings are collateralized by all of ECTI's assets. The line of credit bears a variable interest rate ranging from the prime rate plus .75% to the prime rate plus 1.50%.
On February 25, 2003, the Company announced the signing of a non-binding Letter of Intent (LOI) with Tianqi Real Estate Co., LTD (Tianqi) of Ningbo, China for the purpose of expanding its operations to South East Asia. The LOI stipulates that Tianqi will make an investment of up to $1 million into ECTI. The LOI further stipulates that, Tianqi will have exclusive contractor rights to apply the ETCI processes in China and sections of Taiwan and that ECTI is to provide Tianqi with training and support on all of ECTI's application processes. Subsequent to March 31, 2003, Tianqi invested $500,000 in the Company in exchange for 500,000 shares of common stock which are to be issued.
4. Stock option plan:
During the Quarter ended March 31, 2003, the Company enacted its 2003 Joint Incentive and Non-qualified Stock Option plan to become effective upon shareholder approval. Under the terms of the Plan, the amount of shares of common stock issued upon exercise of options granted can not exceed 300,000 shares.
On January 6, 2003, the Company consummated the acquisition (the "Acquisition") of all of the outstanding shares of Elegant Concrete Technologies, Inc., a New York corporation ("Elegant"), pursuant to an Agreement and Plan of Reorganization (the "Agreement") among the Company, Elegant, and the shareholders of Elegant ("Shareholders").
5. Common Stock:
Elegant is a privately held corporation engaged in the business of engraving permanent patterns into existing concrete mostly for exterior floors and patios. The engraved patterns look like tile, but cost significantly less. Elegant was organized under the laws of the State of New York on April 3, 2002. It recorded approximately $200,000 in net sales from inception through December 31, 2002. Elegant began operations in the New York City metropolitan region during 2002, and plans to expand regionally throughout the country and abroad. Such expansion is based on the ability of Elegant to obtain the necessary financing; however there are no assurances that such financing can be obtained.
The Company delivered at the closing (the "Closing") of the Acquisition 500,000 restricted shares of its common stock in exchange for 166 2/3 shares of Elegant common stock, which represents all of the outstanding shares of common stock of Elegant, par value $1.00, in what was intended to be a tax-free reorganization. The Company made certain representations and warranties in the Agreement, which were confirmed by the officers and directors of the Company. The Company paid no separate consideration for such confirmation. Also pursuant to the Acquisition, the shareholders, directors and officers of the Company contributed 208,755 shares of common stock of the Company as capital. After the Acquisition, the Company had 994,000 shares of common stock issued and outstanding.
The Board of Directors and the Shareholders of the Company approved a name change to "Elegant Concrete, Inc." and forward stock split of the Company's common stock, par value $.001 per share ("Common Stock"), whereby each outstanding share of Common Stock was converted and changed into ten (10) shares of Common Stock. The Board of Directors approved the forward stock split on January 6, 2003, and such a split became effective on February 10, 2003. Stockholders of record received ten (10) shares of Common Stock for every one share of Common Stock which was held as of the record date. After the stock split, the Company had 9,940,000 shares of Common Stock issued and outstanding.
6. Statement of Cash Flows:
March 31,
----------------------------------
2003 2002
-------------- ----------------
Supplemental disclosures of non-cash investing and financing
activities:
500,000 shares of common stock issued pursuant to the business
combination $ 260,000 -
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion contains forward-looking statements that involve a number of risks and uncertainties. While these statements represent the Company's current judgment in the future direction of the business, such risks and uncertainties could cause actual results to differ materially from any future performance suggested herein. For a complete list of risk factors, please see the Company's 10KSB/A filed with the Commission on April 22, 2002.
The Company had not engaged in any material operations or had any revenues from operations from inception through December 31, 2002. Having completed a business combination during January 2003, the Company now provides a niche service to both the commercial and residential decorative concrete market. The Company offers many decorative concrete techniques, such as stamping, stenciling, engraving or application of acid stains. In these applications a permanent pattern is engraved or stamped into new or existing concrete. The classical rich beauty of cobblestone, marble, curved brick or tile is achieved with new or existing concrete for a lower cost of brick or other hard surface products. Elegant Concrete Inc. has an aggressive growth plan which includes the opening of additional corporate locations, as well as the franchising of the
Company's unique system and planned expansion to the overseas marketplace. During the quarter ended March 31, 2003, the Company began to take deposits on contracts for future work to be performed. At March 31, 2003, the Company had unearned revenues of $234,000. The Company anticipates completing those contracts during the second quarter of 2003. Although the Company has not recorded revenues through March 31, 2003, it has incurred substantial operating expenses of approximately $ 233,000. These expenses included salary expense of approximately $107,000 and advertising expense of approximately $44,000. The Company also incurred professional and financing fees related to the start-up phase of approximately $30,000.
As of December 31, 2002 the Company had no assets. In the past the Company has paid its expenses by selling shares of its common stock to its officers and directors and by contributions to capital from its officers and directors.
Effective January 2003, the Company entered into a temporary financing agreement. Under the terms of the six-month financing agreement, the Company has the ability to borrow up to $1,000,000 in the form of a revolving line of credit. The borrowings are collateralized by all of the Company's assets, including those acquired after 3/31/03. The line of credit bears a variable interest rate ranging from the prime rate plus .75% to the prime rate plus 1.50%. At March 31, 2003, the company had $210,000 outstanding on its line of credit, which has subsequently been repaid.
On February 25, 2003, the Company announced the signing of a non-binding Letter of Intent (LOI) with Tianqi Real Estate Co., LTD (Tianqi) of Ningbo, China for the purpose of expanding the Company's operations to South East Asia. The LOI stipulates that Tianqi will make an investment of up to $1 million into the Company. The LOI further stipulates that, Tianqi will have exclusive contractor rights to apply the Company's processes in China and sections of Taiwan and the Company is to provide Tianqi with training and support on all of the Company's application processes. Subsequent to March 31, 2003, Tianqi invested $500,000 in the Company in exchange for 500,000 shares of common stock which are to be issued.
Elegant is a privately held corporation engaged in the business of engraving permanent patterns into existing concrete mostly for exterior floors and patios. The engraved patterns look like tile, but cost significantly less. Elegant was organized under the laws of the State of New York on April 3, 2002. It recorded approximately $200,000 in net sales from inception through December 31, 2002. Elegant began operations in the New York City metropolitan region during 2002, and plans to expand regionally throughout the country and abroad. Such expansion is based on the ability of Elegant to obtain the necessary financing; however there are no assurances that such financing can be obtained.
The Company delivered at the closing (the "Closing") of the Acquisition 500,000 restricted shares of its common stock in exchange for 166 2/3 shares of Elegant common stock, which represents all of the outstanding shares of common stock of Elegant, par value $1.00, in what was intended to be a tax-free reorganization. The Company made certain representations and warranties in the Agreement, which were confirmed by the officers and directors of the Company. The Company paid no separate consideration for such confirmation. Also pursuant to the Acquisition, the shareholders, directors and officers of the Company contributed 208,755 shares of common stock of the Company as capital. After the Acquisition, the Company had 994,000 shares of common stock issued and outstanding.
The Board of Directors and the Shareholders of the Company approved a name change to "Elegant Concrete, Inc." and forward stock split of the Company's common stock, par value $.001 per share ("Common Stock"), whereby each outstanding share of Common Stock was converted and changed into ten (10) shares of Common Stock. The Board of Directors approved the forward stock split on January 6, 2003, and such a split became effective on February 10, 2003. Stockholders of record received ten (10) shares of Common Stock for every one share of Common Stock which was held as of the record date. After the stock split, the Company had 9,940,000 shares of Common Stock issued and outstanding.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2.CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
The Company's Definitive Schedule 14C Information Statement filed with the Commission on January 22, 2003 is incorporated by reference.
ITEM 5. OTHER INFORMATION
None
ITEM 6.
(A) Exhibits. None
(B) Reports. January 6, 2003.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ELEGANT CONCRETE, INC.
(Registrant)
By: /s/ Alan Hillsberg
-------------------------------
Alan Hillsberg
President and Director
Dated: 20th day of May, 2003.
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 20th day of May, 2003.
/s/ Alan Hillsberg ------------------------------------ Alan Hillsberg Director and Chief Executive Officer /s/ Anthony Costanzo ------------------------------------ Anthony Costanzo Director and Chief Financial Officer |
CERTIFICATIONS
I, Alan Hillsberg, certify that:
1. I have reviewed this annual report on Form 10-QSB of Elegant Concrete, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 20, 2003 /s/ Alan Hillsberg ----------------------- Alan Hillsberg President and Chief Executive Officer |
I, Anthony Costanzo, certify that:
1. I have reviewed this annual report on Form 10-QSB of Elegant Concrete, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 20, 2003 /s/ Anthony Costanzo ----------------------- Anthony Costanzo Chief Financial Officer |
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Elegant Concrete, Inc, a Nevada corporation (the "Company"), on Form 10-QSB for the year ended March 31, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, Alan Hillsberg, Chief Executive Officer of the Company, certify, pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/S/ Alan Hillsberg ------------------------------- Alan Hillsberg Chief Executive Officer May 20, 2003 |
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Elegant Concrete, Inc, a Nevada corporation (the "Company"), on Form 10-QSB for the year ended March 31, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, Anthony Costanzo, Chief Financial Officer of the Company, certify, pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/S/ Anthony Costanzo ------------------------------- Anthony Costanzo Chief Financial Officer May 20, 2003 |